8-K
Techprecision Corp (TPCS)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securitiesand Exchange Act of 1934
Date of Report (Date of earliest event reported):April 8, 2025
TECHPRECISION
CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41698 | 51-0539828 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
1
Bella Drive
Westminster,
MA 01473
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(978
) 874-0591
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | TPCS | Nasdaq<br> Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to<br> Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On April 8, 2025, TechPrecision Corporation issued a press release announcing its financial results for the third quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| ExhibitNumber | Description |
| --- | --- |
| 99.1 | Press Release dated April 8, 2025 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TECHPRECISION CORPORATION | ||
|---|---|---|
| Date: April 8, 2025 | By: | /s/ Alexander Shen |
| Name: | Alexander Shen | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 99.1
| Company Contact: | Investor Relations Contact: |
|---|---|
| Alexander Shen | Hayden IR |
| Chief Executive Officer | Brett Maas |
| TechPrecision Corporation | Phone: 646-536-7331 |
| Phone: 978-883-5108 | Email: brett@haydenir.com |
| Email: Shena@Ranor.com | Website: www.haydenir.com |
| Website: www.TechPrecision.com |
FOR IMMEDIATE RELEASE
TechPrecision Corporation Reports FY 2025 ThirdQuarter Financial Results
Ranor records another profitable quarter, customerconfidence remains high
Management to host conference call at 4:30 p.m.ET on Tuesday, April 8, 2025
Westminster, MA – April 8, 2025– TechPrecision Corporation (NASDAQ: TPCS) (“TechPrecision” or “the Company”), a custom manufacturer of precision, large-scale fabrication components and precision, large-scale machined metal structural components, today reported financial results for the third quarter ended December 31, 2024. The components that we manufacture are customer designed and we sell to customers in two main industry sections: defense and precision industrial markets.
Management will host a conference call on Tuesday, April 8, 2025 at 4.30 p.m. ET, to discuss our financial results for the quarter ended December 31^,^2024.
“Third quarter consolidated revenue was $7.6 million, a decrease of less than 1% when compared to the fiscal 2024 third quarter. Our fiscal third quarter is seasonally characterized with higher under-absorbed overhead. Our Ranor segment experienced a favorable project mix enabling us to sustain operating profitability. In contrast, our Stadco segment is continuing to work through remaining legacy pricing problems on core business, with an unfavorable project mix for the quarter coupled with under-absorbed overhead.” stated Alexander Shen, TechPrecision’s Chief Executive Officer. “Customer confidence remains high as our backlog was $45.5 million on December 31, 2024. We expect to deliver our backlog over the course of the next one to three fiscal years with gross margin expansion.”
The following summary compares the three and nine months ended December 31, 2024 to the same prior year period:
Consolidated Financial Results - Fiscal 2025Three Months Ended December 31, 2024
| · | Revenue was $7.6 million, a decrease of less than 1% when compared to revenue of $7.7 million a year ago. |
|---|---|
| · | Cost of revenue was $6.6 million, or 2% higher, due primarily to higher production costs at Stadco. |
| · | Gross profit was $1.0 million, or 15% lower due primarily to higher production costs at Stadco. |
| · | SG&A totaled $1.7 million or 22% lower due primarily to the absence of due diligence costs for acquisitions. |
| · | Operating loss was $0.7 million compared with a loss of $1.0 million in the same period a year ago. |
| · | Interest expense increased by $26,000 due primarily to an increase in borrowing under the revolver loan. |
| · | Net loss was $0.8 million, as the Company maintained<br> a full valuation on its deferred tax assets. |
Consolidated Financial Results - Fiscal 2025Nine Months Ended December 31, 2024
| · | Revenue was $24.6 million, or 7% higher on a favorable project mix at both Ranor and Stadco. |
|---|---|
| · | Cost of revenue was $22.3 million, or 11% higher, due primarily to higher production costs at Stadco. |
| · | Gross profit was $2.2 million, or 22% lower, primarily the result of higher Stadco production issues. |
| · | SG&A was $4.8 million or a 6% decrease, due primarily to the absence of due diligence costs for acquisitions. |
| · | Operating loss was $2.5 million, an increase of $0.4 million due to higher losses at Stadco. |
| --- | --- |
| · | Interest expense increased by 9% due to higher borrowing under the revolver loan. |
| · | Net loss was $2.9 million, as the Company maintained<br> a full valuation on its deferred tax assets. |
Financial Position
On September 30, 2024, the Company had approximately $165,000 in cash and cash equivalents, a $27,000 increase since March 31, 2024. Working capital was negative $1.8 million on December 31, 2024 and debt totaled $7.4 million. Working capital was negative $2.9 million and total debt was $7.6 million on March 31, 2024.
Conference Call
The Company will hold a conference call at 4:30 p.m. Eastern (U.S.) time on Tuesday, April 8, 2025. To participate in the live conference call, please dial 1-888-506-0062 five to 10 minutes prior to the scheduled conference call time. International callers should dial 1-973-528-0011. When prompted, reference TechPrecision and enter code 538981.
A replay will be available until April 22, 2025. To access the replay, dial 1-877-481-4010 or 1-919-882-2331. When prompted, enter Conference Passcode 52309.
The call will also be available over the Internet and accessible at:
https://www.webcaster4.com/Webcast/Page/2198/52309.
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco, The manufacturing operations of our Ranor subsidiary are situated on approximately 65 acres in North Central Massachusetts. Leveraging our 145,000 square foot facilities, Ranor provides a full range of custom solutions to transform material into precision finished welded components and precision finished machined components up to 100 tons: manufacturing engineering, materials management and traceability, high-precision heavy fabrication (in-house fabrication operations include cutting, press and roll forming, welding, heat treating, assembly, blasting and painting), heavy high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including portable CMM, NonDestructive Testing, and final packaging.
All manufacturing at Ranor is performed in accordance with customer requirements. Ranor is an ISO 9001:2015 certificate holder. Ranor is a US defense-centric company with over 95% of its revenue in the defense sector. Ranor is registered and compliant with ITAR.
The manufacturing operations of our Stadco subsidiary are situated in an industrial self-contained multi-building complex comprised of approximately 183,000 square feet under roof in Los Angeles, California. Stadco manufactures large mission-critical components on several high-profile military aircraft, military helicopter, and military space programs. Stadco has been a critical supplier to a blue-chip customer base that includes some of the largest OEMs and prime contractors in the defense and aerospace industries. Stadco also manufactures tooling, molds, fixtures, jigs and dies used in the production of defense-centric aircraft components.
Our Stadco subsidiary, similar to Ranor, provides a full range of custom solutions: manufacturing engineering, materials management and traceability, high-precision fabrication (in-house fabrication operations include waterjet cutting, press forming, welding, and assembly) and high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including both fixed and portable CMM NonDestructive Testing, and final packaging. In addition, Stadco features a large electron beam welding cell, and two NonDestructive Testing work cells, a unique mission-critical technology set.
All manufacturing at Stadco is performed in accordance with customer requirements. Stadco is an AS 9100 D and ISO 9001:2015 certificate holder and a NADCAP NonDestructive Testing certificate holder. Stadco is a US defense-centric company with over 60% of its revenue in the defense sector. Stadco is registered and compliant with ITAR.
To learn more about the Company, please visit the corporate website at http://www.techprecision.com. Information on the Company's website or any other website does not constitute a part of this press release.
Safe Harbor Statement
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary companies. All statements otherthan statements of current or historical fact contained in this press release, including statements that express our intentions,plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or otherfuture events or conditions are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “prospects,” “will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Thesestatements are based on current expectations, estimates and projections made by management about our business, our industry andother conditions affecting our financial condition, results of operations or business prospects. These statements are not guaranteesof future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes andresults may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerousrisks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks anduncertainties arising from: our reliance on individual purchase orders, rather than long-term contracts, to generate revenue; ourability to balance the composition of our revenues and effectively control operating expenses; external factors that may be outsideour control, including health emergencies, like epidemics or pandemics, the conflicts in Eastern Europe and the Middle East, priceinflation, interest rate increases and supply chain inefficiencies; the availability of appropriate financing facilities impactingour operations, financial condition and/or liquidity; our ability to receive contract awards through competitive bidding processes;our ability to maintain standards to enable us to manufacture products to exacting specifications; our ability to enter new marketsfor our services; our reliance on a small number of customers for a significant percentage of our business; competitive pressures inthe markets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions inour ability to operate our business due to our outstanding indebtedness; government tariffs, regulations and requirements; pricingand business development difficulties; changes in government spending on national defense; our ability to make acquisitions andsuccessfully integrate those acquisitions with our business; our failure to maintain effective internal controls over financialreporting; general industry and market conditions and growth rates; and other risks discussed in the Company’s periodicreports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). Any forward-lookingstatements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise anyforward-looking statements to reflect events or circumstances that may arise after the date of this press release, except asrequired by applicable law. Investors should evaluate any statements made by us in light of these important factors.
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | |||||
| ( in thousands, except per share data) | 2024 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 165 | $ | 138 | ||
| Accounts receivable, net | 1,970 | 2,371 | |||
| Contract assets | 8,417 | 8,527 | |||
| Raw materials | 1,871 | 1,827 | |||
| Work-in-process | 1,329 | 1,423 | |||
| Other current assets | 375 | 564 | |||
| Total current assets | 14,127 | 14,850 | |||
| Property, plant and equipment, net | 13,463 | 14,798 | |||
| Right of use asset, net | 4,449 | 4,977 | |||
| Other noncurrent assets | 121 | 122 | |||
| Total assets | 32,160 | $ | 34,747 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||
| Current liabilities: | |||||
| Accounts payable | 1,833 | $ | 1,408 | ||
| Accrued expenses | 3,344 | 4,263 | |||
| Contract liabilities | 2,667 | 3,788 | |||
| Current portion of long-term lease liability | 761 | 736 | |||
| Current portion of long-term debt, net | 7,278 | 7,559 | |||
| Total current liabilities | 15,883 | 17,754 | |||
| Long-term equipment financing | 19 | --- | |||
| Long-term lease liability | 3,834 | 4,408 | |||
| Other noncurrent liability | 4,323 | 4,782 | |||
| Total liabilities | 24,059 | 26,944 | |||
| Stockholders’ Equity: | |||||
| Common stock - par value 0.0001 per share, 50,000,000 shares authorized; Shares issued and outstanding December 31, 2024 – 9,662,525 and 9,607,525, respectively; Shares issued and outstanding March 31, 2024 – 8,777,432. | 1 | 1 | |||
| Additional paid in capital | 18,359 | 15,201 | |||
| Accumulated deficit | (10,259 | ) | (7,399 | ) | |
| Total stockholders’ equity | 8,101 | 7,803 | |||
| Total liabilities and stockholders’ equity | 32,160 | $ | 34,747 |
All values are in US Dollars.
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2024 | 2023 | 2024 | 2023 | ||||||||
| Revenue | $ | 7,622 | $ | 7,650 | $ | 24,554 | $ | 22,991 | ||||
| Cost of revenue | 6,631 | 6,489 | 22,310 | 20,101 | ||||||||
| Gross profit | 991 | 1,161 | 2,244 | 2,890 | ||||||||
| Selling, general and administrative | 1,687 | 2,157 | 4,769 | 5,063 | ||||||||
| Loss from operations | (696 | ) | (996 | ) | (2,525 | ) | (2,173 | ) | ||||
| Other income | 44 | --- | 57 | 41 | ||||||||
| Interest expense | (147 | ) | (110 | ) | (392 | ) | (353 | ) | ||||
| Total other income (expense) | (103 | ) | (110 | ) | (335 | ) | (312 | ) | ||||
| Loss before income taxes | (799 | ) | (1,106 | ) | (2,860 | ) | (2,485 | ) | ||||
| Income tax benefit | --- | (241 | ) | --- | (564 | ) | ||||||
| Net loss | $ | (799 | ) | $ | (865 | ) | $ | (2,860 | ) | $ | (1,921 | ) |
| Net loss per share - basic and diluted | $ | (0.08 | ) | $ | (0.10 | ) | $ | (0.30 | ) | $ | (0.22 | ) |
| Weighted average shares outstanding – basic and diluted | 9,607,785 | 8,759,171 | 9,389,346 | 8,698,034 |
TECHPRECISION CORPORATION
REVENUE, COST OF REVENUE, GROSS PROFIT BY SEGMENT
(dollars in thousands)
Three Months Ended
| December 31, 2024 | December 31, 2023 | Changes | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of | Percent of | |||||||||||||||||
| Amount | Revenue | Amount | Revenue | Amount | Percent | |||||||||||||
| Revenue | ||||||||||||||||||
| Ranor | $ | 4,310 | 57 | % | $ | 4,296 | 56 | % | $ | 14 | --- | % | ||||||
| Stadco | 3,312 | 43 | % | 3,370 | 44 | % | (58 | ) | (2 | )% | ||||||||
| Intersegment elimination | --- | --- | % | (16 | ) | --- | % | 16 | 100 | % | ||||||||
| Consolidated Revenue | $ | 7,622 | 100 | % | $ | 7,650 | 100 | % | $ | (28 | ) | --- | % | |||||
| Cost of revenue | ||||||||||||||||||
| Ranor | $ | 2,798 | 37 | % | $ | 2,919 | 38 | % | $ | (121 | ) | (4 | )% | |||||
| Stadco | 3,833 | 50 | % | 3,586 | 47 | % | 247 | 7 | % | |||||||||
| Intersegment elimination | --- | --- | % | (16 | ) | --- | % | 16 | 100 | % | ||||||||
| Consolidated Cost of revenue | $ | 6,631 | 87 | % | $ | 6,489 | 85 | % | $ | 142 | 2 | % | ||||||
| Gross profit (loss) | ||||||||||||||||||
| Ranor | $ | 1,512 | 20 | % | $ | 1,377 | 18 | % | $ | 135 | 10 | % | ||||||
| Stadco | (521 | ) | (7 | )% | (216 | ) | (3 | )% | (305 | ) | (141 | )% | ||||||
| Consolidated Gross profit | $ | 991 | 13 | % | $ | 1,161 | 15 | % | $ | (170 | ) | (15 | )% |
Nine Months Ended
| December 31, 2024 | December 31, 2023 | Changes | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of | Percent of | |||||||||||||||||
| Amount | Revenue | Amount | Revenue | Amount | Percent | |||||||||||||
| Revenue | ||||||||||||||||||
| Ranor | $ | 13,482 | 55 | % | $ | 13,291 | 58 | % | $ | 191 | 1 | % | ||||||
| Stadco | 11,139 | 45 | % | 9,943 | 43 | % | 1,196 | 12 | % | |||||||||
| Intersegment elimination | (67 | ) | --- | % | (243 | ) | (1 | )% | 176 | 72 | % | |||||||
| Consolidated Revenue | $ | 24,554 | 100 | % | $ | 22,991 | 100 | % | $ | 1,562 | 7 | % | ||||||
| Cost of revenue | ||||||||||||||||||
| Ranor | $ | 9,215 | 38 | % | $ | 9,382 | 40 | % | $ | (167 | ) | (2 | )% | |||||
| Stadco | 13,161 | 54 | % | 10,962 | 48 | % | 2,199 | 20 | % | |||||||||
| Intersegment elimination | (67 | ) | --- | % | (243 | ) | (1 | )% | 176 | 72 | % | |||||||
| Consolidated Cost of revenue | $ | 22,309 | 92 | % | $ | 20,101 | 87 | % | $ | 2,208 | 11 | % | ||||||
| Gross profit (loss) | ||||||||||||||||||
| Ranor | $ | 4,266 | 17 | % | $ | 3,703 | 16 | % | $ | 563 | 15 | % | ||||||
| Stadco | (2,022 | ) | (8 | )% | (813 | ) | (3 | )% | (1,209 | ) | (149 | )% | ||||||
| Consolidated Gross profit | $ | 2,244 | 9 | % | $ | 2,890 | 13 | % | $ | (646 | ) | (22 | )% |
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net loss | $ | (2,860 | ) | $ | (1,921 | ) |
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||
| Depreciation and amortization | 2,093 | 1,759 | ||||
| Amortization of debt issue costs | 67 | 55 | ||||
| Change in fair value of stock acquisition termination fee | 419 | — | ||||
| Stock-based compensation | 40 | 196 | ||||
| Change in contract loss provision | 186 | 155 | ||||
| Deferred income taxes | --- | (563 | ) | |||
| Gain on disposal of fixed assets | 1 | (40 | ) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 401 | 144 | ||||
| Contract assets | 110 | 576 | ||||
| Work-in-process and raw materials | 50 | (1,228 | ) | |||
| Other current assets | 189 | (305 | ) | |||
| Accounts payable | 425 | (497 | ) | |||
| Accrued expenses | (536 | ) | (527 | ) | ||
| Contract liabilities | (1,121 | ) | 1,702 | |||
| Other noncurrent liabilities | (459 | ) | 1,674 | |||
| Net cash (used in) provided by operating activities | (995 | ) | 1,180 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Proceeds from insurance claim on fixed assets | --- | 62 | ||||
| Purchases of property, plant, and equipment | (2,796 | ) | (2,782 | ) | ||
| Reimbursements for purchases of property, plant and equipment | 2,566 | — | ||||
| Net cash used in investing activities | (230 | ) | (2,720 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from private placement | 1,801 | --- | ||||
| Private placement fees | (213 | ) | --- | |||
| Debt issue costs | (58 | ) | (40 | ) | ||
| Proceeds from equipment financing | 65 | --- | ||||
| Revolver loan borrowings | 10,526 | 10,160 | ||||
| Revolver loan payments | (10,381 | ) | (8,260 | ) | ||
| Payments of principal for leases | (7 | ) | (15 | ) | ||
| Repayments of long-term debt | (481 | ) | (448 | ) | ||
| Net cash provided by financing activities | 1,252 | 1,397 | ||||
| Net increase (decrease) in cash and cash equivalents | 27 | (143 | ) | |||
| Cash and cash equivalents, beginning of period | 138 | 534 | ||||
| Cash and cash equivalents, end of period | $ | 165 | $ | 391 |
EBITDA Non-GAAP Financial Measure
| Three Months ended December 31, | Nine Months ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||||||
| Net loss | $ | (799 | ) | $ | (865 | ) | $ | 66 | $ | (2,860 | ) | $ | (1,921 | ) | $ | (939 | ) |
| Income tax benefit | --- | (240 | ) | 240 | --- | (563 | ) | 563 | |||||||||
| Interest expense (1) | 147 | 110 | 37 | 392 | 353 | 39 | |||||||||||
| Depreciation and amortization | 703 | 631 | 72 | 2,093 | 1,759 | 334 | |||||||||||
| EBITDA | $ | 51 | $ | (364 | ) | $ | 415 | $ | (375 | ) | $ | (372 | ) | $ | (3 | ) | |
| (1) | Includes amortization of debt issue costs. | ||||||||||||||||
| --- | --- |